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COMMUNICATIONS LEASE AGREEMENT

BETWEEN THE NEW BALTIMORE CITY BOARD
OF SCHOOL COMMISSIONERS AND
APC REALTY AND EQUIPMENT COMPANY, LLC
This Communications Lease Agreement ("Lease"), made this ~ :fJ day of
J f.1. N Li .i-\ Fi Y,
2001, by and between THE NEW BALTIMORE CITY BOARD OF SCHOOL
COMMISSIONERS ("Lessor"), and APC REAL TY AND EQUIPMENT COMPANY, LLC, a
Delaware Corporation ("Lessee").
WITNESSETH:
WHEREAS, Lessor owns certain real property, known as Walbrook High School (School No.
411), located at 2000 Edgewood Street, Baltimore, Maryland, 21216 ("Property"); and
WHEREAS, Lessee is a telecommunications service provider who wishes to lease certain areas
_("LeasedPremises") on the rooftop of the Property, for the purpose of installing and operating
communications equipment thereon; and
\VHEREAS, Lessor grants to the Lessee, a Federal Communications Commission ("FCC")
approved operator, a lease to operate communications equipment on the Property, located in
Baltimore City, State of Maryland, subject to the terms and conditions of this Lease.
NOW, THEREFORE, FORAND IN CONSIDERATION ofthe mutual covenants, obligations,
and conditions provided herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. LEASED PREMISES
4

.'

On the rooftop of the Property ( described in Exhibit ''A"), Lessor leases to Lessee the Leased
Premises (described in Exhibit B) for the purposes of constructing, operating and maintaining
communications equipment (described in Exhibit "C"). At the Lessee's sole cost and expense,
the equipment shall be installed on the rooftop of the Property in the manner and location
described in Exhibit "B." Exhibits A, B, and Care attached hereto and made a part hereof.
In accordance with Exhibit B, Lessor will provide Lessee with the requisite amount of space at
the Leased Premises in order to accommodate Lessee's equipment, as described in Exhibit C.
Subject to Paragraph 4 hereof, Lessor also grants to Lessee certain nonexclusive rights of access
over so much of the Property for the installation and maintenance of wires, cables, conduits and
pipes necessary for the installation, operation and maintenance of its equipment.

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2. TERM
This Lease shall be for a period of FIVE (5) YEARS ("Initial Tenn") and shall commence on the
date ("Commencement Date") which is the last to occur of: (a) the first day of the calendar
month following Lessee's receipt of the last necessary local, state and federal approvals, licenses
and permits so-as to permit construction and/or installation of equipment on and use of the
Leased Premises for all of the purposes permitted by this Lease (such approvals, licenses and
permits hereinafter collectively called the "Approvals"); or (b) the first day of the calendar month
following Lessee's commencement of construction pursuant to this Lease. Lessee shall provide
Lessor with written notice of the Commencement Date.
Lessee shall have the right to renew this Lease for TWO additional FIVE (5) YEAR terms (first
and second renewal terms), provided Lessee is not in default of this Lease. Lessee shall provide
Lessor with written notice of its intent to renew this Lease at least ninety (90) days prior to the
termination of the Initial Term and any renewal term thereof.
At the sole and absolute discretion of the Lessor, Lessor shall have the right to renew this Lease
for a third renewal term of five (5) years immediately following the expiration of the second
renewal term subject to the same terms, conditions, and provisions as are set forth in this Lease.
Lessor shall be deemed to have waived the right to exercise this renewal option unless not less
than ninety (90) days prior to the date of expiration of the second renewal term, Lessor shall have
notified Lessee in writing of Lessor's election to renew.
3.RENT
(a) Lessee shall pay to Lessor as rent for the Leased Premises the initial annual sum of
$20,100.00, payable in equal monthly installments of $1,675.00. Rent shall be due within fifteen
(15) days of the Commencement Date and on the first day of each month thereafter. Rent
payments shall be made payable to the "New Baltimore City Board of School Commissioners,"
and forwarded to the Office of Treasury Services, Room 401, 200 East North Avenue, Baltimore,
Maryland, 21202. Payment should include the Property's name and "Rent Payment for
Communications Lease."
(b) Lessee shall pay Lessor a late payment charge equal to five percent (5%) of the late payment
for any payment that remains unpaid for more than 10 days from the date of Lessor's written
notice to Lessee that such money was not received when due and payable. Any amounts not paid
when due shall also bear interest until paid to the Lessor at the rate of two percent (2%) per
month or the highest rate permitted by law provided the amount remains unpaid for more than 10
days from the date of Lessor's written notice to Lessee that such money was not received when
due and payable.
(c) As described in Exhibit D, attached hereto and made a part hereof, the Rent shall be increased
annually upon each anniversary of the Commencement Date by an amount equal to FOUR
PERCENT (4%) over the amount prevailing during the preceding year.

(d) If this Lease is terminated at a time other than on the last day of the month, Rent shall be
prorated as of the termination date.
4. LESSEE'S PLANS

(a) As described in Exhibit C, Lessee's equipment shall not be installed or replaced without prior
written approval of Lessor, such approval not to be unreasonably withheld. Lessor will respond
to any such request within ten (10) working days of receipt. No improvement, construction,
installation or alteration to Lessee's equipment and/or utilities shall be commenced until Lessee's
plans for such work have been approved by Lessor; and all necessary permits have been properly
obtained.
(b) Lessee's plans shall be drawn to scale and shall include: (1) the proposed location of all
equipment, including antennas, cabinets, sleds, and ice bridges/cable covers; (2) the proposed
changes to the Property and the Leased Premises; (3) the proposed dimensions and weight of all
equipment, including ice bridges/cable covers; ( 4) the proposed color and type of construction
material for all structures and equipment; (5) the proposed layout and plans for utilities at the
Property and the Leased Premises; (6) the proposed method and all locations for drilling and/or
penetrating into the rooftop of the Leased Premises; and (7) any other plan or detail that the
Lessor may request.
(c) Prior to commencing any construction, installation, alteration or replacement of equipment at
the Leased Premises, Lessee shall also provide Lessor with the name of its contractor(s), a
proposed construction schedule, construction plans, the type of construction machinery to be
used for the installation of the equipment and its weight, and a proposed plan for ingress and
egress to the Leased Premises. All improvements shall be constructed in a workmanlike manner
without the attachment of any liens to the Property or Leased Premises and shall be completed in
compliance with all applicable laws, rules, ordinances and regulations.
5. USE OF LEASED PREMISES

(a) Lessee agrees to use the Leased Premises solely for the purpose of construction, erection,
reconstruction, operation, maintenance, repair and removal of the communications equipment
described in Exhibit C.
Lessee shall not place any advertisement or other notice on or about the Property or Leased
Premises which identifies the Lessee in any way (except for emergency notification postings).
At its sole cost and expense, Lessee shall comply with all federal, state, and local laws,
ordinances, rules and regulations (including laws and ordinances relating to health, safety, radio
:frequencyemissions, and radiation) in connection with the use, operation, maintenance,
construction and/or installation of Lessee's equipment on the Leased Premises.
(b) Lessor specifically reserves the right to develop the Property in any manner that does not
cause undue interference to Lessee's use of the Leased Premises. If Lessor should obtain a

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mortgage or loan from a lender in the future, which is secured by the Property, Lessor shall also
obtain a non-disturbance clause or agreement from said lender regarding this Lease.
(c) If Lessee wants to make any improvements or replace its equipment to the Leased Premises
after initial construction drawings are approved by Lessor, Lessee shall make its request in
writing and specify in detail the proposed change or modification in accordance with Paragraph 4
of this Lease. Lessor will respond to any such request within ten (I 0) working days of receipt.
Lessor shall not unreasonably withhold approval.
(d) Lessee agrees to install and operate equipment of a type and frequency which will not cause
interference in any way to Lessor's use of the Property. In the event Lessor believes, in Lessor's
reasonable judgement and opinion, that an installation or activity of Lessee is causing
interference to Lessor's use of the Property, Lessor shall give written notice of the interference to
Lessee and Lessee shall immediately dispatch authorized representatives to inspect and test
Lessee's operations and equipment.
( e) As designated by Lessor, Lessor hereby grants Lessee, its employees, contractors, agents and
invitees a non-exclusive easement and right of way over and through the Property for ingress and
egress to the Leased Premises, for the purpose of constructing, installing, maintaining, operating,
repairing and removing the Lessee's equipment.
6. LESSEE'S EQUIPMENT-REMOVAL UPON TERMINATION
(a) Upon termination of the Lease, Lessee shall be responsible for the removal of its equipment
and utilities from the Leased Premises. Before Lessee removes its equipment and utilities from
the Leased Premises, Lessee shall provide Lessor with a schedule and its plans for removal.
(b) Upon removal of the Lessee's equipment, as provided in subsection (a) hereof, Lessee shall
restore the Leased Premises to the reasonable satisfaction of Lessor not to exceed the original
condition of the Leased Premises with reasonable wear and tear.
(c) All costs and expenses for the removal of the equipment and restoration of the Leased
Premises, as provided in subsections (a) and (b) hereof, shall be borne by Lessee, and Lessee
shall hold Lessor harmless from any portion thereof.
( d) If Lessee fails to remove its equipment and utilities from the Leased Premises and/or restore

the Leased Premises, as provided in subsections (a) and (b).hereof, within thirty (30) days after
the termination date, Lessor may remove and store at Lessee's sole cost and expense the
equipment and utilities and/or restore the Leased Premises to its original condition at Lessee's
sole cost and expense. In no event shall Lessor be liable for loss in value of Lessee's equipment
resulting from removal, which is not the result of Lessor's negligence, or for any consequential or
other damages to Lessee.

7. BOND

Prior to commencing any construction on the Leased Premises, Lessee shall post a bond with a
surety company, reasonably acceptable to Lessor, assuring that the improvements will be
constructed without the attachment of any construction liens.
8.NETLEASE
Lessor shall not be required to make any expenditures of any kind in connection with this Lease
or to make any repairs or improvements to the Property or the Leased Premises. The parties
agree that this is a Net Lease intended to assure Lessor the rent reserved on an absolute net basis.
In addition to the Rent reserved herein, Lessee shall pay to the parties entitled thereto all taxes,
assessments, insurance premiums, maintenance charges, and any other charges, costs and
expenses against the Leased Premises and Lessee's equipment which may be contemplated under
any provisions of this Lease or by federal, state, or local law.
9. GRAFFITI
At Lessee's sole cost and expense, Lessee shall at all times keep and maintain the Leased
Premises and its equipment free of all graffiti located thereon. Lessor shall notify Lessee in
writing if graffiti is located on the Leased Premises or Lessee's equipment.
10. MAINTENANCE

At its sole cost and expense, Lessee shall maintain the Leased Premises, its equipment, and any
other personal property on the Property in good working order, condition and repair. Lessee
shall keep the Property and the Leased Premises free of debris and anything of a dangerous,
noxious or offensive nature or which would create a hazard or undue vibration, heat, noise or
interference.
11. UTILITIES

At its sole cost and expense, Lessee shall arrange for its own separately metered eiectrical supply
from the local utility company and shall pay for all electrical and other utility charges attributed
to the Leased Premises. Upgrading of utilities and installation of new utilities shall be done only
with Lessor's prior written approval and at Lessee's sole cost and expense. In the event Lessee
cannot secure its own metered electrical supply from the local utility company, Lessee shall have
the right, at its sole cost and expense, to submeter from Lessor on a monthly basis for the electric
consumed by Lessee at the Leased Premises. After the meter is read and billed to Lessee, Lessee
shall pay the local utility company rate for the submetered electric. The submetered electric bill
shall be considered and collected from Lessee as Additional Rent.
Lessee shall pay when due all charges for utilities at the Leased Premises during the Term of this
Lease and any renewal thereof

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12. PERMITS
(a) This Lease is contingent upon Lessee's obtaining all necessary governmental approvals,
permits or licenses that Lessee may deem necessary. Lessee shall pay, as they becomedue and
payable, all fees, charges, taxes and expenses required for licenses and/or permits required for or
occasioned by Lessee's use of the Leased Premises.
(b) At its sole cost and expense, Lessee shall obtain all federal, state, local, and any other permit
and governmental authorization required to construct, operate or otherwise implement its use of
its equipment at the Leased Premises. Lessee shall provide Lessor with copies of all permits and
governmental authorizations. Lessee shall not commence any work at the Leased Premises until
such permits are submitted to Lessor. Notwithstanding the foregoing, if Lessee is unable to
obtain any required permits, approvals or authorizations as required in this Paragraph, the Lessee
shall have the right, without obligation, to terminate this Lease immediately and render it null
and void.
13. DEFAULT BY LESSEE
Each of the following events shall constitute a default of this Lease by Lessee:
(a) If Lessee fails to pay Rent or other sums due as provided herein within TEN{lO) calendar
days from the date of Lessor's written notice to Lessee of such failure to pay;
(b) If Lessee fails to perform or comply with any of the terms, conditions, or covenants of this
Lease and such failure continues for a period of thirty (30) calendar days from the date of
Lessor's written notice to Lessee of such failure to perform or comply, unless the performance
cannot be reasonably completed within the thirty (30) day period and Lessee has commenced
good faith efforts to perform and is diligently proceeding to complete performance;
(c) If Lessee is adjudicated as bankrupt or makes any assignment for the benefit of creditors.
14. CURE BY LESSOR
In the event of any default of this Lease by Lessee and upon the expiration of the applicable.cure
period set forth in Section 13, the Lessor may at any time, after notice, cure the default for the
account of and at the expense of the Lessee. If Lessor is compelled to pay or elects to pay any
sum of money or to do any act which will require the payment of any sum of money or is
compelled to incur any expense, including reasonable attorney fees in instituting. prosecuting or
defending any action to enforce the Lessor's rights under this Lease, the sums so paid by Lessor,
with all interest, costs and damages shall be deemed to be Additional Rental and shall be due
from the Lessee to Lessor onthe first day of the month following the incurring of the respective
expenses.

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_. .....

15. TERMINATION BY LESSOR

Without prejudice to any other remedy available to Lessor, the Lessor shall have the right to
terminate this Lease and remove and store at Lessee's sole cost and expense the equipment and
utilities, or require Lessee to remove its equipment and utilities, from the Leased Premises within
thirty (30) calendar days from the date of Lessor's written notice to Lessee that Lessee is in
default pursuant to Paragraph 13 hereof. No portion of the Rent shall be refunded to Lessee in
the event of such termination.
16. PEACEFUL POSSESSION
Lessor covenants that Lessee, upon the payment of Rent and the performance of the covenants
and conditions ofthis Lease, shall and may peaceably and quietly have, hold and enjoy the
Leased Premises for the Term ofthis Lease and any renewal thereof. The Lessor expressly
reserves the right to enter into additional or subsequent leases of portions of the Property,
provided no subsequent lease shall interfere with the rights of Lessee under this Lease.
17. DAMAGE OR DESTRUCTION
If the Property or the Leased Premises are destroyed or damaged so as to materially hinder
effective use of the Property or the Leased Premises through no fault or negligence of Lessee,
either party may elect to terminate this Lease upon thirty (30) days prior written notice. In such
event, Lessee shall promptly remove the Lessee's equipment from the Leased Premises and the
parties shall proceed as set forth in Paragraph 6 hereof.
This Lease (and Lessee's obligation to pay rent) shall terminate upon Lessee's fulfillment of the
obligations set forth in Paragraph 6 hereof. Lessor shall have no obligation to repair any damage
to any portion of the Leased Premises.
18. MATERIALS AND CLAIMS
All materials furnished for any work done on the Leased Premises by Lessee shall be at Lessee's
sole cost and expense. Lessee agrees to protect the Property, the Leased Premises, and the
Lessor from any and all claims of contractors, laborers and material men.
19. CONDEMNATION
In the event the Property or the Leased Premises are taken by eminent domain, this Lease shall
terminate as of the date title to the Property or the Leased Premises vests in the condemning
authority. In the event the Property or the Leased Premises are taken by eminent domain so as to
materially hinder effective use of the Leased Premises by Lessee, either party shall have the right
to terminate this Lease as of said date oftitle transfer by giving thirty (30) days prior written
notice. In the event of any taking under the power of eminent domain, Lessee shall not be
entitled to any portion of the award paid for the taking and the Lessor shall receive the full
amount of such award. Lessee shall hereby expressly waive any right or claim to any portion
7

thereof. Although all damages, whether awarded as compensation for diminution in value of the
Leasehold or to the fee of the Property, shall belong to Lessor, Lessee shall have the right to
claim and recover from the condemning authority, but not from Lessor, such compensation as
may be separately awarded or recoverable by Lessee on account of any and all damage to
Lessee's business and any costs or expenses incurred by Lessee in moving/removing its
equipment, personal property, and leasehold improvements.
20. INSURANCE
During the Term of this Lease and any renewal thereof, the Lessee shall procure and maintain the
following required insurance coverage:
(a) Commercial General Liability Insurance at limits of not less than One Million Dollars
($1,000,000.00) per occurrence for claims arising out of bodily injuries or death and property
damages. For those polices with aggregate limits, a minimum limit of Three Million Dollars
($3,000,000.00) is required. Such insurance shall include contractual liability insurance.
(b) Business Automobile Liability Insurance at limits of not less than One Million Dollars
($1,000,000.00) per occurrence for all claims arising out of bodily injuries or death and property
damages. The insurance shall apply to any owned, non-owned, leased, or hired automobiles used
in the performance of this Lease.
(c) Workers' Compensation coverage as required by the State of Maryland, as well as any similar
coverage required for this work by applicable Federal or "Other States" State Law.
(d) The "New Baltimore City Board of School Commissioners" and the "Mayor and City
Council of Baltimore," their respective elected/appointed officials, departments, employees,
agents, and representatives shall be covered, by endorsement, as an additional insured with
respect to liability arising out of activities performed by or on behalf of the Lessee in connection
with this Lease.
(e) The Lessee's insurance shall apply separately to each insured against whom a claim is made
and/or lawsuit is brought.
(f) To the extent of the Lessee's negligence, the Lessee's insurance coverage shall be primary.
Any insurance and/or self-insurance maintained by Lessor and the "Mayor and City Council of
Baltimore," their respective elected/appointed officials, departments, employees, agents, and
representatives shall not contribute with the Lessee's insurance or benefit the Lessee in any way.

(g) Coverage shall not be suspended, voided, canceled, reduced in coverage or in limits, except
by the reduction of the applicable aggregate limit by claims paid until after forty-five (45) days
prior written notice has been given to the Lessor and the "Mayor and City Council of Baltimore."
There will be an exception for non-payment of premium which is ten (10) days notice of
cancellation.

(h) Insurance shall be placed with insurers having a Best's rating of no less than A:VII. If not
rated with Best's, the insurer shall have a minimum surplus the equivalent of Best's surplus size
VII and must be licensed/approved to do business in the State of Maryland.
(i) The Lessee shall furnish the Lessor with a "Certificate of Insurance" and a copy of the

additional insured endorsement as verification that coverage is in force. The Lessor reserves the
right to require Lessee to produce a letter from Lessee's insurance broker verifying that the
insurance coverage required herein is in effect.
(i) Subject to Paragraph 13 hereof, failure to obtain insurance coverage as required herein or

failure to furnish the Certificates oflnsurance as required herein may render this Lease null and
void; provided, however that no act or omission of the Lessor or the "Mayor and City Council of
Baltimore" shall in any way limit, modify or affect the obligations of Lessee under any provision
of this Lease.
(k) Except for the negligent acts or omissions of the Lessor, the Lessor shall not be responsible
for Lessee's equipment at the Leased Premises.
21. LIABILITY AND INDEMNITY

Lessee shall indemnify, defend and hold harmless the Lessor and the "Mayor and City Council of
Baltimore," their elected/appointed officials, departments, employees, agents, and representatives
from any and all claims, demands, suits and actions including attorneys' fees and court costs
connected therewith, brought against the Lessor and the "Mayor and City Council of Baltimore,"
their elected/appointed officials, departments, employees, agents, and representatives arising as a
result of any direct or indirect, willful, or negligent act or omission of Lessee, its agents, or
employees in the performance of this Lease.
22. HAZARDOUS

SUBSTANCES

( a)
Lessor represents that it has no knowledge as to the presence of any hazardous substance
at the Leased Premises and will not cause such hazardous substances to be stored or deposited at
the Leased Premises for the Term of this Lease and any renewal thereof.
(b)
Lessee represents and warrants that its use of the Leased Premises herein shall not
generate any hazardous substance. Lessee shall not store, deposit, dispose, nor transport to or
over the Property or the Leased Premises any hazardous substance, except in containers or forms
permitted by law. Lessee further agrees to indemnify, defend and hold harmless the Lessor from
and against any release of any such hazardous substance and any damage, loss, or expense or
liability resulting from such release, including but not limited to attorneys' fees, costs and
penalties incurred as a result thereof.
The Lessee's obligations as provided in this Paragraph 22 shall survive the expiration of the
Term or the earlier termination of this Lease.

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The term "hazardous substance" shall be broadly interpreted to mean any substance, waste, or
material defined or designated as hazardous, toxic, radioactive, or other similar term by federal,
state or local environmental law, regulation or rule presently in effect or promulgated in the
future. The term shall also be interpreted to include, but not be limited to any substance, waste,
or material, which may reasonably be anticipated to cause sickness, death or disease after release
into the environment.
(c)
During the Term of this Lease and any renewal thereof, the parties shall notify each
other if they become aware of the presence of any hazardous substance at the Property or the
Leased Premises.
Notwithstanding Paragraph 24 hereof, if as a result of this Lease or the activities
contemplated thereby, an abatement is required with regard to a hazardous substance, including
asbestos, which pre-dates the Commencement Date, then such abatement shall be at the sole cost
of the Lessor.
(d)

23. ASSIGNMENT AND SUBLETTING

Lessee may not assign, sublease, or otherwise transfer all or any part of its interest in this Lease
or in the Leased Premises without the prior written consent of Lessor which consent may be
withheld in Lessor's sole and absolute discretion.
The Lessee's transfer of all of its rights and obligations to a parent, subsidiary, or other affiliate
of Lessee, or to any successor in interest or entity acquiring fifty-one percent (51 % ) or more of
Lessee's stock or assets, shall not be deemed an assignment. As of the Commencement Date,
Lessee shall provide the Lessor with written notice of any such transfer.
24. ACCEPTANCE OF PREMISES
By taking possession of the Leased Premises, Lessee accepts the Leased Premises in the
condition existing as of the Commencement Date. Lessor makes no representation or warranty .
with respect to the condition of the Leased Premises and Lessor shall not be liable for any latent
or patent defect in the Leased Premises.
25. ENTIRE AGREEMENT AND AMENDMENTS
This Lease contains the entire agreement and understanding between the parties hereto. This
Lease shall not be amended or modified except by an agreement in writing signed by the parties
or their respective successors in interest and approved by the "New Baltimore City Board of
School Commissioners."

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26.NOTICES
All notices, requests, demands, and other communications hereunder shall be in writing and shall
be deemed given if personally delivered or by certified mail, return receipt requested to the
following:

Lessor:

Chief Financial Officer

Baltimore City Public School System
Room 409, 200 East North Avenue
Baltimore, Maryland 21202
AND
General Counsel
Baltimore City Public SchoolSystem
Room 208, 200 East North Avenue
Baltimore, Maryland 21202

Lessee:

Sprint PCS
Real Estate Department
6905 Rockledge Drive, Suite 300
Bethesda, Maryland 20817
301-869-9519 (phone)
301-571-4158 (fax)
AND
Sprint Spectrum, L. P.
Property Department
4900 Main Street
Kansas City, MO 64112

27. NON-WAIVER
A waiver by the Lessor of any provision or Paragraph of this Lease shall not be deemed to be a
waiver of any other provision or Paragraph ofthis Lease. No mention in this Lease of any
specific right or remedy shall preclude the Lessor from exercising any other right or from having
any remedy or from maintaining any action to which the Lessor may be otherwise entitled, either
in law or equity, and the failure of the Lessor to insist in any one or more instances upon a strict
performance of any term or condition of this Lease, or to exercise any option or right herein
contained, shall not be construed as a waiver or relinquishment for the future of such term,

11

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condition, right or option, but the same shall remain in full force and effect unless the contrary is
expressly stated in writing.
The receipt of any sum paid by Lessee to Lessor after a breach of this Lease shall not be deemed
a waiver of such breach unless expressly set forth in writing by Lessor.
28. OPTIONAL TERMINATION
At its sole discretion, Lessor shall have the option of terminating this Lease if Lessee loses its
license to provide WIRELESS/PCS/CELLULAR services for any reason, including but not
limited to, non-renewal, cancellation, or expiration of its license by the Federal Communications
Commission.
29. TAXES
(a) Lessee shall pay its proportionate share of all real property taxes and assessments for the
Leased Premises, if any, which become due and payable during the Tenn of this lease and any
renewal thereof. All such payments shall be made and evidence of all such payments shall be
provided to Lessor. Lessee shall pay all taxes on its equipment and its personal property at the
Leased Premises.
(b) Lessee shall indemnify Lessor from any and all liability, obligation, damages, penalties,
claims, liens, costs, charges, losses and expenses (including, without limitation, attorneys' fees
and court costs, expert witnesses and consultants), which may be imposed upon, incurred by or
be asserted against Lessee in relation to the taxes owed or assessed on the Leased Premises.
30. REPRESENTATIONS
Lessor and Lessee represent that each, respectively, has full right, power, and authority to
execute this Lease.
31. CONSENT TO JURISDICTION
The Lessee irrevocably submits to the jurisdiction of the state courts of the State of Maryland
involving any suit, action or proceeding arising out of or relating to this Lease. The Lessee
irrevocably waives, to the fullest extent permitted by law, any objection that the Lessee may now
or hereafter have to the venue of any such suit, action, or proceeding brought in any state court of
the State of Maryland as being brought in an inconvenient forum.
32. SEVERABILITY
If any term, covenant, or condition of this Lease is found to be void or invalid, such invalidity
shall not affect the remaining terms of this Lease, which shall continue in full force and effect.

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33. GOVERNING LAW

The terms, covenants and conditions of this Lease shall be governed by and construed in
accordance with the laws of the State of Maryland.
34. MARKING AND LIGHTING REQUIREMENTS
At its sole cost and expense, Lessee shall comply with all marking and lighting requirements of
the Federal Aviation Administration ("FAA") and the FCC that are due solely to Lessee's
equipment and Lessee's use of the Leased Premises. The Lessee shall indemnify, defend and
hold harmless the Lessor from any fines or other liabilities caused by the Lessee's failure to
comply with such requirements.
35. SUBORDINATION AND ATTORNMENT
This Lease is subject and subordinate to all ground or underlying leases and to all mortgages
which may now or hereafter affect the Property, and to all renewals, modifications,
consolidations, replacements and extensions thereof. In confirmation of such subordination or
attomment, Lessee shall execute any certificate that Lessor may require.
36. TERMINATION BY LESSEE
This Lease may be terminated by Lessee with six (6) months prior written notice to Lessor if:
(i) Lessee does not obtain all permits or other approvals (collectively "approvals") required from
any govern.mental authority or any easement required from any third party to operate its
equipment at the Leased Premises; (2) any such approval is canceled, expires or is withdrawn or
terminated; (3) Lessor fails to have proper ownership of the Leased Premises or the authority to
enter into this Lease; or (4) Lessee determines that it is unable to use the Leased Premises for
technological reasons.

THIS SPACE INTENTIONALLY LEFT BLANK

13

IN WITNESS
above written.

WHEREOF,

the parties have executed this Lease as of the date first

LESSOR
ATTEST:

New Baltimore City Board of

School Commissioners

'\

(}

c!~xL

'

f~vU/~

Ms. Carmen V. Russo

Chief Executive Officer

LESSEE
APC REALTY AND EQUIPMENT
COMPANY, LLC.

ATTEST:

ffiLvLu.,+-bJ~

c:;?~
di u:h

U!:.t\J

0-Aw,~~

Regional Director, Site DevelopmentBaltimore/Washington

APPROVED AS TO FORM AND LEGAL SUFFICIENCY:

i~ ~

1;0
;v 4"' a" ~[/. ~
lli'xon G. Waxter

~r

.:

/-o?,

-of

Date

Associate Counsel

?~

T7.hRE

Secretary: Ms. Carmen V. Russo

CITYBOARD
OF SCHOOL
COMMISSIONERS:
~

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..,

0 ,nn1
;-1,I,
Date

14

~-~----

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- ........

STATE OF MARYLAND TO WIT:

CITY OF BAL TIM ORE

ft/_

I HEREBY CERTIFY THAT ON THIS

DAY OF
()CK4!.Ll..f/l.fr, 2001,
before me, the Subscriber, a Notary Public of the State ofM
personally appeared Ms. Carmen V. Russo, Chief Executive CDfficer, and that'she acknowledged
the foregoing COMMUNICATIONS LEASE AGREEMENT to be the act of said New
Baltimore City Board of School Commissioners and in my presence signed the same.
Witness my hand and Notary Seal.

au1tu i . YAUvL
NOTARV?PrJUBLICr
(

My Commission expires:

r2_00(

STATE OF
COUNTY OF

,............._.

.....

,-2ooD,

I HEREBY CERTIFY THAT ON THIS ~DAY

oF[):ccnibcr
,
before me, the _Subs~riber, a Notary Public of the State of}:.1.:1
, personally appeared
1({.t.d1{Atl ffisst!~o,
being duly sworn, acknowledged himself to be the Regional
Director, Site Development of APC Realty and Equipment Company, LLC, a Delaware limited
liability company (the 'Corporation') and that he as such officer executed the foregoing
COMMUNICATIONS LEASE AGREEMENT on behalf of the Corporation for the purposes
therein contained, and said acknowledged said instrument to be his free act and deed.
Witness my hand and Notary Seal.

[DUlll(_i~S~
NOTARY PUBLIC
MARIA USA HANSEN
OO!ARY PUBLIC OF NEW JERSEY
nr1w Commission Expire.Si Oct. 13, 2008

My Commission expires:

iol r=s/o=s.
2

Being page 1,;;- of a

O page Communications Lease Agreement between the New Baltimore City Board of School
Commissioners and APC Realty and Equipment Company, LLC.

WalbrookTLCM
12/15/00

15

Exhibit A
PROPERTY

The Property and its address are the following:

Walbrook High School

(School No. 411)
Baltimore City Public School System
2000 Edgewood Street
Baltimore, Maryland 21216

16

rL

Exhibit B
. Sprint PCS

(XIST\NG 'SURF/I.Ct
01511 Alm::NN"
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_-.tll:Jt_..,._

6'-o'

EXISTING ROOF ORAi~

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POSITIONiNG

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ROOF PLAN

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LENGTHS, 4" RUNi,;

SPA.C~~G. FITTINSm
SH,l,LL 0( 24 dlUS

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MOUNTED PER
DET1'11 .."S SHOW~H

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=~=--C::00.F'ORA.TION

(25

WALBROOK H.a.
WA33XC907C

2ooci:r,i::i;l(')0Cl~m
IKtNallt,

J.WMJflll 11111

PLAN AND

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LAYOUT

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. --- -~----~----~-----

Exhibit C

Microflect Wireless Infrastructure Part 99540 (antenna mounting frame) - 3

7' (Depth) x 7' 11" (Width) x 1 O' (Height).
Approximately 250 lbs. each.
Andrews PCS065 l 62 (antenna) - three (3) each per frame.* (Total of 9).
57.8" x 6.8" x 3.5" (L x W x D).
Approximately 12.7 lbs. per antenna.
Power Cabinet (966EC) - 1
30" x 31" x 66"
Approximately 1800 lbs.
Flexent Primary Radio Cabinet (Mod Cell)-3**
30" x 35" x 72"
Approximately 1150 lbs. per cabinet.
Battery Cabinet (60 EC) - 1
30" x 31" x 60"
Approximately 2880 lbs.
PPC Cabinet - 1
20" x 24" x 60"
Approximately 275 lbs.
Telco Cabinet - 1
3 O" x 24" x 60"
Approximately 100 lbs.
Disconnect Switch - 1
12" x 24" x 48"
Approximately 25 lbs.
Transformer - 1
30" x 24" x 60"
Approximately 500 lbs.
Equipment Support Platform - 1
15'9" x 20'
Approximately 5500 lbs.
Aluminum cable tray (cable cover)
1200 Linear Feet
4-6" in height and 18" in width
Approximately 4.5 ounces per foot x 1200 = 540 lbs.
Coax Cable (1 5/8" in diameter) - 6 separate cables
Total of 1200 Linear Feet.
Approximately 1 lb. per foot x 1200 = 1200 lbs.

IY

----------------------------------------

* As of the execution date ofthis Lease, Lessee will only have two (2) antenna per frame.
** As of the execution date of this Lease, Lessee will only have one (1) such cabinet.
walbrookExC

11

Exhibit D

Monthly/Annual Lease Payment Amounts

APC Realty and Equipment Company, LLC
Walbrook High School (School No. 411)
MONTHLY

ANNUAL

Year 1

$1,675.00

$ 20,100.00

Year2

$1,742.00

$ 20,904.00

Year3

$1,811.68

$ 21,740.16

Year4

$1,884.15

$ 22,609.77

Years

$1,959.51

$ 23,514.16

Year6

$ 2,037.89

$ 24,454.72

Year7

$2,119.41

$ 25,432.91

Years

$2,204.19

Year9

$2,292.35

$ 27,508.24

Year 10

$2,384.05

$ 28,608.57

Year 11

$ 2,479.41

$ 29,752.91

Year 12

$2,578.59

$ 30!943.03

Year13

$ 2,681.73

$ 32,180.75

Year14

$ 2,789.00

$ 33,467.98

Year15

$ 2,900.56

Year16

Lessor's Option
$ 3,016.58
$ 36;198.96

Year17

$3,137.24

$ 37,646.92

Year18

$ 3,262.73

$ 39,152.80

Year19

$ 3,393.24

$ 40,718.91

Year20

$ 3,528.97

26,450.23

34,806.70

42,347.67

$ 598,539.38

walbrook

2-v

---------------------------

---------

------

--

---

Fiscal Authorization Policy

SPRINT PCS
ATTACHMENT C
TEMPORARY DELEGATION OF APPROVAL AUTHORIJY
To: VP, Controller- Sprint PCS
I

Director of Site Development

Michael Loucy
Authorizing Name

Title

(Priotffype)

in accordance with Sprint PCS Financial Policy, paragraph 9.1, do hereby delegate my fiscal approval authority to :

Pl-lP3-&JJl

Rachel Susskind
Employee Name

Site Development Manager

Social Security Number

(Print/Type)

Title

for the following department(s):

Department Number(sJ

13249
20200/20209
20800/20809
23500/23509

20100/20109
26100/26109
22100/22109

This delegation is effective for the period DECEMBER~- 2000 THROUGH DECEMBER.~
, y~~~iw~,

2000 (not to exceed 30

(reason: e.g. absence, vacation, etc.)

12/22/2000
Date
12/22/2000
Date

A copy of this completed form should accompany all individual financial commitments or expenditure
documentation approved under the above temporary delegation.

-----------------~----

p:::,m

--

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ij"

Lease Agreement between the BCPSS and APC

Realty and Equipment Co. for Walbrook High School

.-----~,--------~~-. -~-------------------

CITY
or
BALTIJ:.v1:0RE

MEMO
DATE:

TO

January 3, 2001
Wesley W. Hunter, Director
Office of Procurement
Room401

Attached please find five (5) original copies of a Communications Lease Agreement
between the New Baltimore City Board of School Commissioners ("BCPSS") and APC Realty
and Equipment Company, LLC ("APC") to lease the rooftop of Wal brook High School (School
No. 411). This Lease has been approved by the Facilities Division.
This Agreement should be placed on the next BCPSS Procurement Agenda. The
CEO's signature will need to be notarized on page 15 of each original.

The five (5) original copies have been approved for form and legal sufficiency.
Furthermore, this Communications Lease Agreement has been executed by Ms. Rachael
Susskind, Acting Director of Site Development for APC. Ms. Susskind was authorized to sign
on behalf of Michael Loucy, the Regional Director of Site Development for APC.
Once the Agreement has been fully executed by the BCPSS, please provide me with
four (4) originals. I will distribute an original to APC and the Facilities Division. If you have
any questions, I can be reached at 410-396-1879.

Attachments
DGW/dw
c:

Harris, Assistant Long Range Planner

Anthony J. Trotta, General Counsel
hunter-APC-Walbrk

28-1419-5017

1400-10-53

..... -~------~--r------,-.,.....-----

.-.- ..... _._. ----------

New Board of School Commissioners

Procurement Agenda
January 9, 2001

Lease Agreement
Walbrook High School #411
..

t lJ

Request of the New Board

ul

. 0

J"'-

U~i

The Chief Executive Officer and the Department of Facilities request the New Board's
approval of a Lease Agreement between the New Board ("Lessor") and APC Realty and
Equipment Company, LLC ("Lessee"). Lessee is a subsidiary of Sprint Spectrum. The
Lease Agreement leases a portion of the roof of Walbrook High School (#411) to Lessee
for the construction, operation, and maintenance of its communication equipment.
The Initial Term shall commence when the Lessee has obtained all the necessary
approvals, including the final review and approval by the Department of Facilities. The
parties shall execute an Amendment when the actual Commencement Date has been
determined. For the first year of the Lease, Lessee shall pay $20,100 in rent. Each year,
the annual rent will increase by four percent (4%). The annual increase of 4% is
designed to take into consideration the appreciation of the rental property. The initial rent
amount and the annually increase of 4% was recommended to the Department of
Facilities and the Office of Legal Counsel by the Baltimore City Real Estate Department.
The Initial Term is five (5) years, and the Lessee may renew the Lease for two (2)
additional terms of five (5) years each. In order to renew the Lease for the additional
terms, the Lessee must provide the Lessor with written notice of its intent to renew at
least ninety (90) days prior to the expiration of the Initial Term and any renewal term.
Pursuant to the comments of the New Board at its meeting of October 10, 2000, a third
renewal term of five (5) years was removed from the Lease. However, the Lessee has
agreed to a third renewal term at the sole and absolute discretion of the Lessor. In order
to renew for the third renewal term, the Lessor must give the Lessee notice of its intent to
renew ninety (90) days before the expiration of the second renewal term.
Upon the default of the Lessee, the Lessor would have the authority to terminate the
Lease.
The Department of Facilities has approved the preliminary plans for the location and
installation of Lessee's equipment. Furthermore, the Lease has been approved for legal
sufficiency.

61

............... -..

. _,__ ..

..

..

..

---------

.,

,.

New Board of School Commissioners

Procurement Agenda
January 9, 2001

Walbrook High School #411 (Cont'd)

Outcome Measure
Approval will allow the Lessee to construct, operate, and maintain communications
equipment at the Walbrook High School on the existing roof for five years from the
Commencement Date. With prior written notice from the Lessee, the Lease will continue
for two additional five-year renewal terms.

Financial Implication
No expenditure required. For the Initial Term, the anticipated revenue is in the amount of
approximately $108,868.09. For the Initial Term and two renewal terms, the anticipated
revenue is in the amount of approximately $402,474.13. For the Initial Term and three
renewal terms, the anticipated revenue is in the amount of $598,539.38.

/a{j:__ S

~)JC

Approved by~
C~cademic

/a'

YJ/'}
.
Approved by: / /
M.,O
'clS.iefFinancial Officer

Offi er

/~

Approved by:

.
Counsel

Approved by

~Ou

1\pproved by:

'

~e

I hereby certify that on

Procurement Agenda-item.

.)

chiefxecutive Officer

, 2001, that the School Board approved this

Donaldson, Official Custodian, Board Executive

Approved by the New Board of School Co~missioners

'JAN O 9 2001
Date

>(,~

~~

Carmen V. Russo, Secretary

62

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